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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Warrants | $ 57.06 | 07/31/2017 | A(3) | 1,869 (3) | (4) | 07/31/2023 | Common Stock | 1,869 | $ 0 (3) | 1,869 | D | ||||
| Series A Warrants | $ 57.06 | 07/31/2017 | A(3) | 84 (3) | (4) | 07/31/2023 | Common Stock | 84 | $ 0 (3) | 84 | I | by 401(k) Plan (2) | |||
| Series B Warrants | $ 62.28 | 07/31/2017 | A(3) | 2,020 (3) | (4) | 07/31/2023 | Common Stock | 2,020 | $ 0 (3) | 2,020 | D | ||||
| Series B Warrants | $ 62.28 | 07/31/2017 | A(3) | 91 (3) | (4) | 07/31/2023 | Common Stock | 91 | $ 0 (3) | 91 | I | by 401(k) Plan (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fanning Quinn P C/O TIDEWATER INC. 601 POYDRAS ST., SUITE 1500 NEW ORLEANS, LA 70130 |
EVP & CFO | |||
| Bruce D. Lundstrom as Agent and Attorney-in-Fact for Quinn P. Fanning | 08/01/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On May 17, 2017, the Issuer and certain of its subsidiaries (the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Cases" and such court, the "Bankruptcy Court"). On July 17, 2017, the Bankruptcy Court entered a written order (the "Confirmation Order") confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of the Debtors, as modified by the Confirmation Order (the "Plan"). On July 31, 2017 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Bankruptcy Cases. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.10 per share (the "Old Common Stock"), and all options to purchase such stock, were cancelled and extinguished. |
| (2) | Represents interests held for the benefit of the Reporting Person by the Trustee of the Tidewater Inc. 401(k) Savings Plan. |
| (3) | As provided in the Plan, on the Effective Date, each holder of Old Common Stock (including the Reporting Person) received, in exchange for each one share of Old Common Stock held as of such date, (i) 0.031833 new shares of common stock, par value $0.001 per share (the "New Common Stock"), (ii) 0.051621 Series A Warrants to purchase an equivalent number of shares of New Common Stock (the "Series A Warrants"), and (iii) 0.055806 Series B Warrants to purchase an equivalent number of shares of New Common Stock (the "Series B Warrants"), in all cases, subject to rounding with no fractional shares or warrants issued. Such exchange was involuntary, without consideration and in accordance with the terms of the Plan. |
| (4) | The Series A Warrants and Series B Warrants may be exercised at any time prior to the expiration date, unless earlier terminated and paid out by their terms upon the consummation of certain business combinations or sale transactions involving the Issuer. |